--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-23-035496" form_type: "8-K" ticker: null cik: "0000730255" company_name: "CalAmp Corp." filed_at: "2023-07-28T23:59:59+00:00" generated_at: "2026-06-12T23:25:33.292393+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # CalAmp shareholders approve 100M share increase, amended stock plan at 2023 annual meeting ## Summary - Authorized common stock increased from 80M to 180M shares via Certificate of Amendment filed July 27, 2023. - Stockholders approved Amended & Restated 2004 Plan: +1.748M shares (total 14.598M), individual annual limit 500K, term extended to June 1, 2033. - All eight director nominees elected; Wesley Cummins received 12.3M for vs 12.4M against, still elected under majority voting. - Advisory say-on-pay passed with 20.9M for, 3.7M against; Deloitte & Touche ratified as auditor with 30.9M for. ## SEC filing metadata - accession: 0000950170-23-035496 - form_type: 8-K - cik: 0000730255 - company_name: CalAmp Corp. - filed_at: 2023-07-28T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/730255/000095017023035496/0000950170-23-035496-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/730255/000095017023035496/camp-20230726.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-23-035496 - JSON: https://secwatch.observer/filing/0000950170-23-035496.json - Plain text: https://secwatch.observer/filing/0000950170-23-035496.txt ## Key facts - Governance Changes CalAmp Corp.: Amendment to increase authorized shares of common stock from 80,000,000 to 180,000,000. - Change: charter amendment source text: At the Annual Meeting, the Company's stockholders approved an amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to increase the number of authorized shares of the Company's common stock, par value $0.01 per share, from 80,000,000 shares to 180,000,000 shares, as described in the Proxy Statement. The Company's Board of Directors previously approved the Amendment and, on July 27 , 2023, the Company filed the Certificate of Amendment to the Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware to effect the Amendment, which became effective upon filing with the Secretary of State. evidence_url: https://www.sec.gov/Archives/edgar/data/730255/000095017023035496/0000950170-23-035496-index.htm - Shareholder Votes CalAmp Corp. shareholders approved Approve the amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock by 100,000,000 shares to 180,000,000 shares. - Proposal: charter amendment - Outcome: passed source text: Proposal 5 For Against Abstain Broker Non-Votes Approve the amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock by 100,000,000 shares to 180,000,000 shares. 19,017,398 12,873,963 41,378 - evidence_url: https://www.sec.gov/Archives/edgar/data/730255/000095017023035496/0000950170-23-035496-index.htm - Shareholder Votes CalAmp Corp. shareholders approved Ratify the appointment of Deloitte & Touche, LLP as the Company’s independent auditors for the fiscal year ending February 29, 2024 at the 2024-02-29 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-02-29 source text: Proposal 2 For Against Abstain Broker Non-Votes Ratify the appointment of Deloitte & Touche, LLP as the Company’s independent auditors for the fiscal year ending February 29, 2024 30,857,158 659,915 415,666 - evidence_url: https://www.sec.gov/Archives/edgar/data/730255/000095017023035496/0000950170-23-035496-index.htm - Shareholder Votes CalAmp Corp. shareholders approved Approve the amendment to the Plan to (1) increase the number of shares of common stock available, and thereby increase the number of shares that can be granted as incentive stock options under the Amended Plan, by 1,748,000 shares to a total of 14,598,000 shares, (2) increase the number of shares th at the 2033-06-01 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2033-06-01 source text: Proposal 4 For Against Abstain Broker Non-Votes Approve the amendment to the Plan to (1) increase the number of shares of common stock available, and thereby increase the number of shares that can be granted as incentive stock options under the Amended Plan, by 1,748,000 shares to a total of 14,598,000 shares, (2) increase the number of shares that may be granted to any employee during any fiscal year by 200,000 shares to 500,000 shares, and (3) extends the right to grant awards under the plan through June 1, 2033 21,101,961 3,584,770 22,270 7,223,738 evidence_url: https://www.sec.gov/Archives/edgar/data/730255/000095017023035496/0000950170-23-035496-index.htm - Shareholder Votes CalAmp Corp. shareholders approved Election of eight directors to serve until the 2023 Annual Meeting. - Proposal: director election - Outcome: passed source text: The results of the election of directors are summarized as follows: For Against Abstain Broker Non-Votes Scott Arnold 20,709,273 3,941,978 57,750 7,223,738 Jason Cohenour 20,242,575 4,419,975 46,451 7,223,738 Wesley Cummins 12,255,526 12,391,402 62,073 7,223,738 Jeffery Gardner 20,576,367 4,089,505 43,129 7,223,738 Henry Maier 19,714,298 4,940,252 54,451 7,223,738 Roxanne Oulman 21,520,194 3,143,863 44,944 7,223,738 Jorge Titinger 19,531,258 5,137,958 39,785 7,223,738 Kirsten Wolberg 20,637,306 4,013,251 58,444 7,223,738 evidence_url: https://www.sec.gov/Archives/edgar/data/730255/000095017023035496/0000950170-23-035496-index.htm - Shareholder Votes CalAmp Corp. shareholders approved Approve, on an advisory basis, the executive compensation described in the proxy statement. - Proposal: say on pay - Outcome: passed source text: Proposal 3 For Against Abstain Broker Non-Votes Approve, on an advisory basis, the executive compensation described in the proxy statement (“Say-on-Pay”) 20,924,497 3,726,266 58,238 7,223,738 evidence_url: https://www.sec.gov/Archives/edgar/data/730255/000095017023035496/0000950170-23-035496-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.